0000899243-21-049823.txt : 20211227
0000899243-21-049823.hdr.sgml : 20211227
20211227200751
ACCESSION NUMBER: 0000899243-21-049823
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211217
FILED AS OF DATE: 20211227
DATE AS OF CHANGE: 20211227
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roadmap Innovation Fund II
CENTRAL INDEX KEY: 0001901309
STATE OF INCORPORATION: A6
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-32929
FILM NUMBER: 211521890
BUSINESS ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
BUSINESS PHONE: 647-748-0052
MAIL ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roadmap Peraso LP II (U.S. & Offshore)
CENTRAL INDEX KEY: 0001669134
STATE OF INCORPORATION: A6
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-32929
FILM NUMBER: 211521887
BUSINESS ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
BUSINESS PHONE: 647-748-0052
MAIL ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roadmap Peraso LP III (U.S. & Offshore)
CENTRAL INDEX KEY: 0001858878
STATE OF INCORPORATION: A6
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-32929
FILM NUMBER: 211521885
BUSINESS ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
BUSINESS PHONE: 647-748-0052
MAIL ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roadmap Innovation Fund I
CENTRAL INDEX KEY: 0001901271
STATE OF INCORPORATION: A6
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-32929
FILM NUMBER: 211521891
BUSINESS ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
BUSINESS PHONE: 647-748-0052
MAIL ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roadmap Peraso LP III
CENTRAL INDEX KEY: 0001901444
STATE OF INCORPORATION: A6
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-32929
FILM NUMBER: 211521886
BUSINESS ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
BUSINESS PHONE: 647-748-0052
MAIL ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roadmap Capital General Partner Ltd
CENTRAL INDEX KEY: 0001901329
STATE OF INCORPORATION: A6
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-32929
FILM NUMBER: 211521892
BUSINESS ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
BUSINESS PHONE: 647-748-0052
MAIL ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roadmap Peraso LP
CENTRAL INDEX KEY: 0001901367
STATE OF INCORPORATION: A6
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-32929
FILM NUMBER: 211521889
BUSINESS ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
BUSINESS PHONE: 647-748-0052
MAIL ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roadmap Peraso LP II
CENTRAL INDEX KEY: 0001901410
STATE OF INCORPORATION: A6
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-32929
FILM NUMBER: 211521888
BUSINESS ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
BUSINESS PHONE: 647-748-0052
MAIL ADDRESS:
STREET 1: 130 BLOOR STREET WEST
STREET 2: SUITE 603
CITY: TORONTO
STATE: A6
ZIP: M5S 1N5
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Peraso Inc.
CENTRAL INDEX KEY: 0000890394
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 770291941
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2309 BERING DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95131
BUSINESS PHONE: 408 418 7500
MAIL ADDRESS:
STREET 1: 2309 BERING DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95131
FORMER COMPANY:
FORMER CONFORMED NAME: MoSys, Inc.
DATE OF NAME CHANGE: 20060530
FORMER COMPANY:
FORMER CONFORMED NAME: MONOLITHIC SYSTEM TECHNOLOGY INC
DATE OF NAME CHANGE: 19960613
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-12-17
0
0000890394
Peraso Inc.
PRSO
0001901329
Roadmap Capital General Partner Ltd
2309 BERING DR.
SAN JOSE
CA
95131
0
0
1
0
0001901271
Roadmap Innovation Fund I
2309 BERING DR.
SAN JOSE
CA
95131
0
0
1
0
0001901309
Roadmap Innovation Fund II
2309 BERING DR.
SAN JOSE
CA
95131
0
0
1
0
0001901367
Roadmap Peraso LP
2309 BERING DR.
SAN JOSE
CA
95131
0
0
1
0
0001901410
Roadmap Peraso LP II
2309 BERING DR.
SAN JOSE
CA
95131
0
0
1
0
0001669134
Roadmap Peraso LP II (U.S. & Offshore)
2309 BERING DR.
SAN JOSE
CA
95131
0
0
1
0
0001901444
Roadmap Peraso LP III
2309 BERING DR.
SAN JOSE
CA
95131
0
0
1
0
0001858878
Roadmap Peraso LP III (U.S. & Offshore)
2309 BERING DR.
SAN JOSE
CA
95131
0
0
1
0
Exchangeable Shares
Common Stock
153073
I
See Footnotes
Earn Out Right
See Footnote
21621
I
See Footnotes
Exchangeable Shares
Common Stock
63334
I
See Footnotes
Earn Out Right
See Footnote
8946
I
See Footnotes
Exchangeable Shares
Common Stock
18095
I
See Footnotes
Earn Out Right
See Footnote
2556
I
See Footnotes
Exchangeable Shares
Common Stock
428369
I
See Footnotes
Earn Out Right
See Footnote
60505
I
See Footnotes
Exchangeable Shares
Common Stock
24021
I
See Footnotes
Earn Out Right
See Footnote
3393
I
See Footnotes
Exchangeable Shares
Common Stock
674724
I
See Footnotes
Earn Out Right
See Footnote
95301
I
See Footnotes
Exchangeable Shares
Common Stock
204337
I
See Footnotes
Earn Out Right
See Footnote
28861
I
See Footnotes
Exchangeable Shares
Common Stock
5774026
I
See Footnotes
Earn Out Right
See Footnote
815547
I
See Footnotes
Exchangeable Shares
Common Stock
1222551
I
See Footnotes
Earn Out Right
See Footnote
172678
I
See Footnotes
Exchangeable Shares issued by 2864555 Ontario Inc. ("Canco"), a wholly-owned subsidiary of Peraso Inc. (the "Issuer"), each of which are exchangeable for one share of Common Stock of the Issuer at the election of the holder. Holders of Exchangeable Shares also have the right, at their election, to require Canco to redeem any or all of their Exchangeable Shares for cash in an amount equal to the current market price (calculated in accordance with the Arrangement Agreement entered into by the Issuer and other persons named therein on September 14, 2021 (the "Arrangement")) of the Common Stock. The Exchangeable Shares may also be redeemed by Canco for cash in an amount equal to the current market price (calculated in accordance with the Arrangement) on and after the 7th anniversary of the effective date of the Arrangement, and at any time upon the occurrence of certain events.
Held directly by Roadmap Capital Inc. ("Roadmap Capital"). Roadmap Capital is the sole shareholder of Roadmap Capital General Partner Ltd. ("Roadmap GP"). Roadmap GP is the general partner of Roadmap Innovation Fund I ("Roadmap Innovation I"); Roadmap Innovation Fund II ("Roadmap Innovation II"); Roadmap Peraso LP ("Roadmap Peraso"); Roadmap Peraso LP (U.S. and Offshore) ("Roadmap Peraso (U.S. and Offshore)"); Roadmap Peraso LP II ("Roadmap Peraso II"); Roadmap Peraso LP II (US and Offshore) ("Roadmap Peraso II (U.S. and Offshore)"); Roadmap Peraso LP III ("Roadmap Peraso III"); Roadmap Peraso LP III (US and Offshore) ("Roadmap Peraso III (U.S. and Offshore)") (collectively, the "Roadmap Funds" and, together with Roadmap GP and Roadmap Capital, the "Reporting Persons").
Because of the relationship between Roadmap GP and each of the Roadmap Funds, Roadmap GP may be deemed to beneficially own securities beneficially owned by each of the Roadmap Funds. Because of the relationship between Roadmap Capital and Roadmap GP, Roadmap Capital may be deemed to beneficially own the securities beneficially owned by Roadmap Capital. Each of the Reporting Persons disclaims beneficial interest of any securities except to the extent of their pecuniary interest therein. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Pursuant to the terms of the Agreement, the Reporting Persons may receive additional Exchangeable Shares, subject to any offset claim, upon the satisfaction of the earlier of: (a) any date following the first anniversary of the Effective Time and prior to the third anniversary of the Effective Time where the volume weighted average price of the Common Stock for any 20 trading days within a period of 30 consecutive trading days is at least $8.57 per share, subject to adjustment for stock splits or other similar transactions; (b) the date of any sale of all or substantially all of the assets or shares of the Issuer; or (c) the date of any bankruptcy, insolvency, restructuring, receivership, administration, wind-up, liquidation, dissolution, or similar event involving the Issuer.
Held directly by Roadmap Innovation I.
Held directly by Roadmap Innovation II.
Held directly by Roadmap Peraso.
Held directly by Roadmap Peraso (U.S. and Offshore)
Held directly by Roadmap Peraso II.
Held directly by Roadmap Peraso II (U.S. and Offshore)
Held directly by Roadmap Peraso III
Held directly by Roadmap Peraso III (U.S. and Offshore)
Roadmap Innovation Fund I, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.
2021-12-27
Roadmap Innovation Fund II, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.
2021-12-27
Roadmap Peraso LP, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.
2021-12-27
Roadmap Peraso LP II, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.
2021-12-27
Roadmap Peraso LP II (US and Offshore), By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.
2021-12-27
Roadmap Peraso LP III, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.
2021-12-27
Roadmap Peraso LP III (US and Offshore), By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.
2021-12-27
Roadmap Capital General Partner Ltd., By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.
2021-12-27